Leveraging Israeli Cannabis Expertise for Global Expansion

LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION

January 2020 Disclaimer

General

The information found herein, and any other materials provided by IM Cannabis Corp. (“IMC” or the “Company”), are intended solely for discussion purposes and are not intended as, and do not constitute, an offer to sell or a solicitation of an offer to buy any security, and should not be relied upon by you in evaluating the merits of investing in any securities. These materials are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation.

The Company believes the information contained in this document to be reliable but makes no warranty or representation, whether express or implied, in respect of, and assumes no legal liability for, the accuracy, completeness or usefulness of any information disclosed. Any estimates, investment strategies, and views expressed in this document are based upon current market conditions, and/or data and information provided by unaffiliated third parties, and are subject to change without notice.

All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this presentation without the express permission of IMC.

All currency values are denominated in Canadian dollars unless otherwise specified. Market and Industry Data

This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources.

2 Disclaimer

Forward-Looking Statements

This presentation contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such risks and uncertainties include, but are not limited to, the costs of compliance with and the risk of liability being imposed under the laws in which IMC operates under including environmental and health product regulations, negative changes in the political environment or in the regulation of medical cannabis and IMC’s business in the state of Israel or in the European Union; risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related to cannabis; negative shifts in public opinion and perception of the cannabis industry and cannabis consumption; increasing competition in the industry; risks relating to rising energy costs; risks of product liability and other safety related liability as a result of usage of IMC’s cannabis products; negative future research regarding safety and efficacy of cannabis and cannabis derived products; risk of shortages of or price increases in key inputs, suppliers and skilled labor; a lack of reliable data on the medical and adult-use cannabis industry; loss of intellectual property rights or protections; cybersecurity risks; constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation.

These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this presentation. In light of the significant uncertainties inherent to the forward-looking statements included in this presentation, the inclusion of such information should not be regarded as a representation or warranty by us or any other person that our objectives and plans will be achieved in any specified time frame, if at all.

This presentation also contains financial projections. Financial projections are forward-looking statements, and actual results could vary materially from the projected results. Our financial projections were not prepared with a view toward compliance with applicable GAAP and have not been examined, reviewed or compiled by our accountants. Our projections represent our estimates as of the date of this presentation. Although our projections are based upon estimates and assumptions that we believe are reasonable, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Further, the degree of uncertainty inherent in our projections may increase significantly as any projections become out of date. There can be no assurance that we will achieve the results indicated. Indeed, actual results will vary from our projections, and the variations may well be material. Consequently, the fact that we have provided financial projections to you should not be regarded as a representation by anyone that they will be realized.

You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to update or revise any forward-looking statements included in this presentation.

3 Disclaimer

United States Securities Laws

This presentation is not a prospectus or an offering memorandum pursuant to applicable US securities laws. The securities of IMC have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the definition of “accredited investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) and are familiar with and understand the terms of the offering and have all requisite authority to make such investment.

4 Disclaimer

Israel Business Structure

Current Israeli law prohibits any person from acquiring 5% or more share ownership of an Israeli company licensed to engage in cannabis-related activities without obtaining prior regulatory approval. For a number of reasons, including market maturity in Israel, the opportunity to work with multiple Israeli licensed producers, and in contemplation of a “go-public transaction”, I.M.C. Holdings Ltd. (“IMC Holdings”)(a wholly-owned subsidiary of IMC) effected a corporate restructuring in 2019 (the “Restructuring”) whereby IMC Holdings divested its interest in its three (3) Israeli subsidiaries that conducted or were to conduct IMC Holdings’ cannabis-related activities in Israel:

1. Focus Medical Herbs Ltd. (“Focus”), which held a license issued by the Israeli Ministry of Health (“MOH”) to grow and cultivate cannabis.

2. IMC Pharma Ltd. (“IMC Pharma”), which had applied to the MOH for a license to manufacture medical cannabis products and had received a temporary code from the MOH.

3. I.M.C.C. Ltd. (“IMCCL”), which had applied to the MOH for a license to store and distribute medical cannabis products and had received a temporary code from the MOH.

Under the terms of the Restructuring, IMC Holdings sold, assigned and transferred its interests in Focus, IMC Pharma and IMCCL to two related party purchasers but retained a 10-year option to re- acquire the sold interests in the event of changes to Israeli regulatory laws permitting share ownership of Israel medical cannabis of more than 5% without prior regulatory approval.

In connection with the Restructuring, IMC Holdings entered into a license agreement with Focus that granted Focus a limited, non-exclusive, non-assignable right to use certain IMC trademark, technology and know-how for the purposes of cultivating cannabis plants in the State of Israel and for the sale of any plant and/or product produced by Focus, either alone or together with other sub- contractors engaged by Focus. As consideration for the use of the Company’s intellectual property, Focus will pay IMC Holdings an amount equal to 25% of Focus’ total revenues, payable on a quarterly basis. Further in connection with the Restructuring, IMC Hollings entered into a services agreement with Focus to provide certain business support services for cash consideration equal to cost plus 25% of Focus’ total revenues, payable on a quarterly basis.

As a result of the Restructuring, IMC Holdings does not directly hold any licenses to engage in the cultivation, production, processing and distribution of medical cannabis in Israel. To the extent that IMC makes statements in this presentation relating to its capabilities to breed, cultivate, process, store and distribute cannabis in the state of Israel, including any projections thereto, such statements are made on the assumption that IMC Holdings will and has duly exercised its option to re-acquire its sold interest in Focus, IMC Pharma and IMCCL. Use of Non-IFRS Measures

This presentation refers to EBITDA because certain investors may use this information to assess Focus’ performance and also determine Focus’ ability to generate cash flow. This data is furnished to provide additional information and does not have any standardized meaning prescribed by IFRS. This data should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS and is not necessarily indicative of cash flows presented under IFRS. IMC and Focus define EBITDA to mean earnings before interest, tax, depreciation and amortization.

5 IMC at a Glance

Summary of Assets Supply Chain Flow Israel

• Exclusive commercial agreement with license producer, Distribution (export) Distribution (export) Proven Operator in Focus Medical Herbs Ltd., for IMC’s IP and branding to Germany to EU • Focus is one of 8 producers with GAP Standard Israel certification • Focus capacity: currently 3,000kg per annum EU Footprint in • Focus patients: 5,000 per month, distributing IMC-branded Germany, Spain, products Portugal and European Union Platform Greece • Germany: 95%-owned EU-GMP distribution subsidiary, licensed for medical cannabis import and sale, future hub EU-GMP product for EU expansion • Spain: Strategic supply agreement with EU-GMP facility, up and operating to 18,000 kg of capacity, can serve the German market or standards be distributed to other EU markets • Greece: LOI for joint venture, in process of obtaining license to cultivate and produce cannabis • Portugal: 100% owned subsidiary, in process of obtaining license to cultivate and produce cannabis

6 IMC Investment Highlights

Focused on EU Expansion, Track record in Israel, Large Target Market Future Export Potential

Population of 743MM, double the US Licensed for export

Germany is under-supplied, first target market Market expected to open in 2021(1)

Established Platform and World Renowned Agricultural and Expanding in EU Industrial Expertise

EU-GMP distributor in Germany for cannabis import, Seasoned management team with over future export potential throughout EU 9 years of experience in cannabis cultivation

Signed LOI for JV agreement in Greece; operations Founders and Board have deep capital markets and in Portugal secured and awaiting permitting entrepreneurial experience

(1) Export applies to licensed producers including Focus Medical Herbs, with which IMC has a commercial agreement and services agreement.

7 Our Branded Products

• IMC is a recognized medical cannabis brand in Israel that has become synonymous with quality, purity and consistency • Dry flower products include 6 separate strains(1) with THC levels ranging from 7% to 30% and CBD levels ranging from 0% to 13% • Cannabis oil products include 3 formulations with THC levels ranging from 6% to 15% and CBD levels ranging from 2% to 4%

(1) Strains include Dairy Queen, Pandora’s Box, Roma, London, Tel Aviv and Paris Global Cannabis Market Overview

Latin Europe Canada USA America EU is a vast . Potential market of €123 billion by . Potential market of . Potential market of . Potential medical (1) opportunity 2028 C$8.7 billion(2) US$41 billion by market of US$8.5 2028(3) if legalized billion(5) Germany first . High barriers to entry, few existing . 146 licensed players and an estimated 3-year producers . 8 largest US . Colombia alone has process for new entrants cannabis operators issued 142 licenses . Over 50 public IMC strategically have a current for cultivation and Canadian-focused positioned to market capitalization processing of Germany LPs and US cannabis of over US$23 cannabis emerge as a operators billion(4) market leader . Supply-constrained market, direct- to-pharmacy price of cannabis . Developed market . 10 states have legal €9.80 / gram with large and recreational dominant players cannabis, 14 states . As of 2017, public health insurers have fully illegal covering 90% of the population are medical and required to cover cannabis, up to (1) recreational cannabis 141.75 grams per month programs

(1) Prohibition Partners – The European Cannabis Report 4th Edition January 2019; (2) Deloitte, Recreational Marijuana, insights and opportunities – Base Market; (3) Barclays US Cannabis report; (4) Company filings and S&P Capital IQ ; (5) Prohibition Partners – The LATAM Cannabis Report October 2018 9 IMC’s German Strategy: Low-Risk, High Reward

The Goal: Market Share

IMC’s goal is to be the market leader. Physicians become more comfortable prescribing a brand that is € 7.7 BB widespread therefore it is vital that IMC gain brand recognition before other players enter the market

Total value of The Strategy: Wholesale Partnerships German Medical Market by 2028(1) With ~20,000 pharmacies across the country, most of which are independent, IMC will need to partner with other distributors in order to increase IMC branded product reach throughout Germany

The Payoff: Attractive Arbitrage Opportunity

Given that IMC has a locked-in a Spanish supply agreement at 60% of wholesale prices, this strategy poses little risk at attractive gross margins

(1) Prohibition Partners – The European Cannabis Report 4th Edition January 2019 (2) Pharmacy data as of end of 2017; Source: Federal Union of German Associations of Pharmacists 2018 German Pharmacies Report

10 Highlights of IMC’s German Operations

Ownership of a Licensed Distribution Company Market Price Arbitrage Opportunity

Operating as Adjupharm GmbH IMC can purchase from its EU-GMP certified supply partnerin Spain and sell to distributors in Germany at IMC owns 95% of a pharmaceutical distribution €5.00/gram and sell to pharmacies at a significant company premium Over 20,000 pharmacies active in sale of medical cannabis All relevant licenses: Narcotic, GMP and Distribution licenses to import and distribute medical cannabis in Expected gross margin of over 40% on product sold from Germany Spain

Local Management in Strategic Partnerships with Pharmacies in Place Germany

Richard Balla, Germany CEO, has 13 years of IMC is in advanced negotiations with distribution experience as owner and CEO of a German partners in Germany, aiming to sell IMC’s branded pharmaceutical distribution company products and capture a significant position in the market

11 Highlights of IMC’s Operations in Spain, Portugal and Greece

Supply from EU-GMP Partner in Expansion Opportunity in Spain Greece

IMC will provide cultivation know-how in Established LOI for JV with a low-cost cultivation and € 123BB exchange for the right to purchase production facility in Greece cannabis at whole cost

Total value of the Preferred-price supply agreement (60% of Portugal Expansion market prices) EU cannabis Opportunity (1) Greenhouse facility brings access to market by 2028 384,000 sq. ft. of built-out production capacity 100% owned subsidiary in process of obtaining license All relevant licenses allowing for to cultivate and produce cannabis cultivation and distribution to Germany 5-year agreement provides IMC with a significant first mover advantage to sell branded products across the EU

12 Overview of Israeli Cannabis Market

1. Vast Export Opportunity 3. Experienced Cannabis 5. New Government Reforms Growers with Increased Pricing

Export approved by Israeli Israeli growers have gained Prices will be permitted to government in January 2019 experience since legalization increase from $3.30 to $7.00 - $8.00 per gram(1) and is expected to commence of medical cannabis in 2008 in 2021

2. Weather Conditions for Low- 4. R&D and Innovation Hub 6. Well-Positioned for Cost Cultivation Lucrative Markets

Weather conditions are ideal Israel is renowned for its R&D Israel is geographically with over 320 hot and sunny capabilities with over 50+ located near European days per year years of extraction research demand with trade conducted by Israeli scientists agreements and relationships in place

(1) Starting in Q2 2020. Previous government reform prices were regulated at 316 NIS per month per patient regardless of quantities purchased which reflected an average price of $3.30 13 Highlights of IMC’s Israeli Operations

Established Operations in Israel

Focus Medical Herbs Ltd. is licensed to cultivate, produce and sell cannabis and cannabis oil for medical purposes Focus commenced operations in 2010 IMC holds license agreement and commercial agreement with Focus for IMC’s IP and Branding IMC entitled to royalty of 25% of Focus’ total revenue under the commercial agreement and cost plus 25% on services performed under the Services Agreement Focus 2018 revenue of approximately C$5.2MM and EBITDA(1) of C$3.3MM Focus capacity: currently 3,000kg per annum 5,000 patients per month with Focus, products use IMC brand Focus operates state-of-the-art growing facility, 172,000 sq. ft., production costs of C$0.40 / gram Only 8 LPs in Israel have been granted the GAP (Good Agricultural Practices), allows for export to EU markets

(1) EBITDA is a non-IFRS financial measure

14 Summary of Strategic Platform

Near Term Mid-Long Term (Current and 2019) (2020 and Beyond)

Cultivation expansion with future exports for Focus Israel IP and branding services to Focus with current capacity of 3,000 kg Additional IP and branding agreement with Israeli license holders

Own 95% of a pharmaceutical distribution company to import and Additional cannabis supply and pharmacy distribution agreements Germany distribute medical cannabis in Germany Export Platform: Expect to distribute from Germany to other EU 1,500 sq. ft. of warehousing and GMP Standard production capacity countries starting in 2020

Spain European Market Supply: Cannabis supply agreement with EU-GMP supplier, supply partner targeting capacity of 18,000kg per year

Signed LOI for joint venture agreement with a low-cost cultivation and Cultivation Expansion: Expecting 2020 exit capacity of 6,000kg Greece production facility

Subsidiary in process of obtaining license to cultivate and produce Future EU growth opportunities dependent on Portuguese regulatory Portugal cannabis environment

15 IMC’s Key Management and Board

Select Members of Management Select Board Members

Marc Lustig Oren Shuster Chairman • Founder and CEO of Cannabis Royalties & Holdings Corp. (dba Origin House) Chief Executive Officer • Co-founder of IMC and leading figure in Israeli medical cannabis industry • Began his professional career in the pharmaceutical industry at Merck & Co before & Director • Successful serial entrepreneur and businessman in the fields of global software transitioning to a capital markets career in institutional equity research in the Life development, technology, med-tech and more Sciences sector at Orion Securities • Co-founded E-wave, an international software house, in 1999 • Worked as a senior professional at GMP Securities L.P. and as Head of Capital Markets at Dundee Capital Markets before becoming Principal at KES 7 Capital • Holds MSc and MBA degrees from McGill University Shai Shemesh, CPA Chief Financial Officer • Experienced CFO with nearly 15 years of business experience in the pharmaceutical, infrastructure, energy, information technology and services industries Jesse Kaplan, CFA • Partner with Plaza Capital, investment banker at First Republic Capital Corporation, • Director Since 2011 and until recently, has led all finance and operations management of and Managing Director of Seek Capital Management Sadyt Israel and IVM Minrav-Sadyt, an international multi-million-dollar water treatment project in Ashdod, Israel • Career has focused on advising and investing in early stage growth companies primarily in the small cap Canadian public area, including helping companies go • Served as Financial Controller of the Israeli branch of Boston Scientific in 2007-2009 public in both Canada and the United States • Worked as Supervising Auditor at PwC Israel between 2005 and 2009 • Was previously a senior analyst at Harborview Advisors LLC, a New York based • Holds a Certified Public Accountant (Isr.) diploma, a Bachelor of Arts in Accounting, investment firm and Palladium Capital Advisors, LLC, a NASD member investment Economics and Management from the University of Tel-Aviv, and an MBA from IE bank Business School. • Holds a Bachelor of Commerce degree from the University of Toronto.

Steve Mintz, CPA • Financial consultant in a variety of industries including mining, oil and gas, real Amir Goldstein Director estate and cannabis Chief Operating • Seasoned executive in the Israeli Hi-Tech industry with over 30 years of experience • Currently President of St. Germain Capital Corp. a private consulting and investment firm as well as Principal and CFO of the Minkids Group, a family Officer • Served in various managerial positions at Amdocs, the world leader in Telecom Billing and Customer Care software investment and real estate development company • Founder and Executive Vice President at Cellcom LTD ( Israel’s leading Mobile • Experience spans a variety of financial and management areas of expertise from Operator), Chairman and CEO of Todacell Inc. (an international mobile advertising accounting in large firms to bankruptcy and insolvency company) and serves as a Managing Partner of two private equity funds, Botticelli • Obtained his C.A. designation in June of 1992 and Trustee in Bankruptcy license in and Afterdox 1995 • Currently a director of several public companies.

16 Capitalization and Ownership

Fully-diluted shares outstanding

Common shares MM 145.7

Options MM 16.0

Warrants MM 21.9

Fully-diluted shares outstanding MM 183.6

Insider Ownership (basic share ownership)

Oren Shuster MM 36.5

Rafael Gabay MM 32.6

Other insiders MM 3.9

Total insider ownership MM 73.0